EX-99.5






                            INTERSTATE POWER COMPANY
                          SUPPLEMENTAL RETIREMENT PLAN
                             AS AMENDED AND RESTATED
                                DECEMBER 9, 1997

   <PAGE>

                            INTERSTATE POWER COMPANY
                          SUPPLEMENTAL RETIREMENT PLAN
                             AS AMENDED AND RESTATED


                                Table of Contents


                                                                Page


   ARTICLE I - INTRODUCTION  . . . . . . . . . . . . . . . . . . . 1
        1.1       Purpose  . . . . . . . . . . . . . . . . . . . . 1

   ARTICLE II - DEFINITIONS  . . . . . . . . . . . . . . . . . . . 2
        2.1       Accrued Benefit  . . . . . . . . . . . . . . . . 2
        2.2       Board or Board of Directors  . . . . . . . . . . 2
        2.2.5     Change in Control  . . . . . . . . . . . . . . . 2
        2.3       Code . . . . . . . . . . . . . . . . . . . . . . 3
        2.4       Compensation . . . . . . . . . . . . . . . . . . 3
        2.5       Early Retirement Date  . . . . . . . . . . . . . 3
        2.6       Effective Date . . . . . . . . . . . . . . . . . 3
        2.7       Employer . . . . . . . . . . . . . . . . . . . . 4
        2.8       Normal Retirement Date . . . . . . . . . . . . . 4
        2.9       Officer  . . . . . . . . . . . . . . . . . . . . 4
        2.9.5     Participant  . . . . . . . . . . . . . . . . . . 4
        2.10      Plan . . . . . . . . . . . . . . . . . . . . . . 4
        2.11      Plan Administrator . . . . . . . . . . . . . . . 4
        2.12      Plan Year  . . . . . . . . . . . . . . . . . . . 4
        2.12.5    Re-entry Date  . . . . . . . . . . . . . . . . . 4
        2.13      Retirement Plan  . . . . . . . . . . . . . . . . 4
        2.14      Social Security Benefit  . . . . . . . . . . . . 4
        2.15      Spouse . . . . . . . . . . . . . . . . . . . . . 5
        2.16      Trust  . . . . . . . . . . . . . . . . . . . . . 5
        2.17      Trust Fund . . . . . . . . . . . . . . . . . . . 5
        2.18      Trustee  . . . . . . . . . . . . . . . . . . . . 5
        2.19      Year(s) of Benefit Service . . . . . . . . . . . 5

   ARTICLE III - PARTICIPATION . . . . . . . . . . . . . . . . . . 6
        3.1       Participation  . . . . . . . . . . . . . . . . . 6
        3.2       Death  . . . . . . . . . . . . . . . . . . . . . 6

   ARTICLE IV - CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . 7
        4.1       Employer Contributions . . . . . . . . . . . . . 7
        4.2       Change in Control  . . . . . . . . . . . . . . . 7
        4.3       Binding Effect on Successor  . . . . . . . . . . 7

   ARTICLE V - BENEFITS  . . . . . . . . . . . . . . . . . . . . . 8
        5.1       Normal Retirement Pension  . . . . . . . . . . . 8
        5.2       Early Retirement Pension . . . . . . . . . . . . 8
        5.3       Prior Employer's Plan  . . . . . . . . . . . . . 9
        5.4       Form of Payment  . . . . . . . . . . . . . . . . 9
        5.5       Suspension of Benefits . . . . . . . . . . . .  10
        5.6       Termination for Cause  . . . . . . . . . . . .  10
        5.7       Surviving Spouse Benefits  . . . . . . . . . .  11
        5.8       Claims Procedure . . . . . . . . . . . . . . .  11
        5.9       Forfeiture of Benefits . . . . . . . . . . . .  13

   ARTICLE VI - ADMINISTRATION OF PLAN . . . . . . . . . . . . .  14
        6.1       Administration . . . . . . . . . . . . . . . .  14
        6.2       Records  . . . . . . . . . . . . . . . . . . .  15
        6.3       Information Available  . . . . . . . . . . . .  15
        6.4       Expenses . . . . . . . . . . . . . . . . . . .  15

   ARTICLE VII - AMENDMENT AND TERMINATION . . . . . . . . . . .  16
        7.1       Right to Amend or Terminate Plan . . . . . . .  16
        7.2       Amendments . . . . . . . . . . . . . . . . . .  16

   ARTICLE VIII - MISCELLANEOUS PROVISIONS . . . . . . . . . . .  17
        8.1       No Employment Rights . . . . . . . . . . . . .  17
        8.2       Non-alienability . . . . . . . . . . . . . . .  17
        8.3       Facility of Payment  . . . . . . . . . . . . .  17
        8.4       Severability . . . . . . . . . . . . . . . . .  17
        8.5       Headings . . . . . . . . . . . . . . . . . . .  17
        8.6       Number and Gender  . . . . . . . . . . . . . .  18
        8.7       Governing Law  . . . . . . . . . . . . . . . .  18


   <PAGE>
                            INTERSTATE POWER COMPANY
                          SUPPLEMENTAL RETIREMENT PLAN
                             AS AMENDED AND RESTATED

                            ARTICLE I - INTRODUCTION

   1.1  Purpose

        Interstate Power Company ("Employer"), is establishing the
        Supplemental Retirement Plan ("Plan") for the purpose of providing
        defined benefit retirement income supplement for the officers of the
        Employer.  The Plan has been designed as, and is intended to be, an
        unfunded plan for purposes of the Employee Retirement Income Security
        Act of 1974, as amended, except as otherwise specifically provided
        under the terms of this Plan.  The Plan has also been designed as,
        and is intended to be, a non-qualified plan for purposes of Section
        401 of the Internal Revenue Code of 1986, as amended.  The Plan shall
        be effective April 30, 1990 as amended and restated December 9, 1997.


                            ARTICLE II - DEFINITIONS


   Capitalized terms as described in this Article II shall have the meanings
   as described herein unless a different meaning is clearly required by the
   context of the Plan.

   2.1            Accrued Benefit shall mean the retirement benefit that the
             Officer would receive upon such Officer's Normal Retirement
             Date, as provided in Section 5.1.

   2.2            Board or Board of Directors shall mean the Board of
             Directors of the Employer.

   2.2.5          Change in Control of the Employer shall have the following
             meaning and shall be deemed to have occurred if:

                  (i)  any Person is or becomes the Beneficial Owner (as that
             term is defined in Rule 13d-3 under the Securities Exchange Act
             of 1934 (the "Exchange Act")), directly or indirectly, of
             securities of the Company (not including in the securities
             beneficially owned by such Person any securities acquired
             directly from the Company) representing twenty-five percent
             (25%) or more of the combined voting power of the Company's then
             outstanding securities; or

                  (ii)  during any period of twenty-four (24) consecutive
             months (not including any period prior to November 1, 1995),
             individuals who at the beginning of such period constitute the
             Board and any new director (other than a director designated by
             a Person who has entered into an agreement with the Company to
             effect a transaction described in clause (i), (iii) or (iv) of
             this definition or any such individual whose initial assumption
             of office occurs as a result of either an actual or threatened
             election contest (as such terms are used in Rule 14a-11 of
             Regulation 14A promulgated under the Exchange Act) or other
             actual or threatened solicitation of proxies or consents) whose
             election by the Board or nomination for election by the
             Company's stockholders was approved by a vote of at least two-
             thirds (2/3) of the directors then still in office who either
             were directors at the beginning of such period or whose election
             or nomination for election was previously so approved, cease for
             any reason to constitute a majority of the Board; or

                  (iii)  the shareholders of the Company approve a
             reorganization, merger or consolidation, other than a
             reorganization, merger or consolidation with respect to which
             all or substantially all of the individuals and entities who
             were Beneficial Owners, immediately prior to such
             reorganization, merger or consolidation, of the combined voting
             owner of the Company's then outstanding securities beneficially
             own, directly or indirectly, immediately after such
             reorganization, merger or consolidation, more then seventy-five
             percent (75%) of the combined voting power of the securities of
             the corporation resulting from such reorganization, merger or
             consolidation in substantially the same proportions as their
             respective ownership, immediately prior to such reorganization,
             merger or consolidation, of the combined voting owner of the
             Company's securities; or 

                  (iv)  the shareholders of the Company approve (a) the sale
             or disposition by the Company (other than to a subsidiary of the
             Company) of all or substantially all of the assets of the
             Company (or any such sale or disposition is effected through
             condemnation proceedings), or (b) a complete liquidation or
             dissolution of the Company.

             Notwithstanding the foregoing, a Change in Control shall not
             include any event, circumstance or transaction which results
             from the action (excluding the Executive's employment activities
             with the Company or any of its affiliates) of any Person or
             group of Persons which includes, is directly affiliated with or
             is wholly or partly controlled by one or more executive officers
             of the Company and in which the Executive actively participates.

   2.3            Code shall mean the Internal Revenue Code of 1986, as
             amended, and the regulations thereunder.

   2.4            Compensation shall mean the Officer's highest consecutive
             twelve (12) months of compensation, consisting of amounts which
             are actually paid to the Officer during the calendar year,
             including salary deferrals to any qualified plan sponsored by
             the Employer, but excluding  any nonqualified plan deferrals,
             expense reimbursements and taxable employee benefits.  Bonus
             Awards shall not be treated as compensation for purposes of the
             Plan.

   2.5            Early Retirement Date shall mean the first day of the month
             on or after the Officer reaches age fifty-five (55).

   2.6            Effective Date shall mean April 30, 1990 as amended and
             restated December 9, 1997.

   2.7            Employer shall mean Interstate Power Company.  This will
             also include any successor corporation or firm of the Employer
             which shall, by written agreement, assume the obligations of
             this Plan.

   2.8            Normal Retirement Date shall mean the date that the Officer
             reaches age sixty-five (65).

   2.9            Officer shall mean an employee of the Employer who is
             determined by the Employer to be eligible to participate in this
             Plan.  Notwithstanding anything contained herein to the
             contrary, the term "Officer" shall include any employee who is
             an assistant officer.

   2.9.5          Participant shall mean an officer or former Officer of
             Employer who has been determined by the Employer eligible to
             participate in the Plan or who has entered into the Plan.  See
             3.1.

   2.10           Plan shall mean this Interstate Power Company Supplemental
             Retirement Plan, as set forth herein or in any amendments
             hereto.

   2.11           Plan Administrator shall mean the Employer or the
             individual or committee duly appointed or duly authorized by the
             Employer or by the Board of Directors to administer the terms of
             the Plan.

   2.12           Plan Year shall mean the twelve (12) consecutive month
             period beginning with January 1 and ending December 31.

   2.12.5         Re-entry Date shall mean the date a former active Officer
             re-enters the plan.

   2.13           Retirement Plan shall mean the plan sponsored by the
             Employer, known as the Interstate Power Company Retirement
             Income Plan, which is qualified under Section 401 and 501 of the
             Code.

   2.14           Social Security Benefit shall mean the maximum benefit that
             the Officer is eligible to receive from Social Security:

             (a)  at age sixty-two (62), if the Officer retires at age Sixty-
                  two (62); or

             (b)  on the date that the Officer retires, if the Officer
                  retires after age sixty-two (62); or

             (c)  at age sixty-two (62), assuming that the Officer continues
                  to earn zero Compensation from the date of Retirement until
                  the Officer reaches age sixty-two (62), if the Officer
                  retires before age sixty-two (62).

   2.15           Spouse shall mean a person to whom the Officer was legally
             married on the date of the Officer's death.

   2.16           Trust shall mean the agreement of trust, called Interstate
             Power Company Irrevocable Trust Agreement, 1990, between the
             Interstate Power Company and the trustee established for the
             purpose of holding the assets of the Trust Fund under the
             provisions of this Plan and any other trust established by the
             Company to provide any benefits under this Plan.

   2.17           Trust Fund shall mean the total funds held under the Trust
             for purpose of providing benefits for the Participants.  These
             funds result from a transfer of general assets of the Employer
             made under the Plan which are forwarded to the Trustee to be
             deposited in the Trust Fund.  In the event of the Employer's
             insolvency, assets in the trust Fund are subject to the claims
             of the Employer's general creditors.

   2.18           Trustee shall mean the trustee or trustees under the Trust. 
             The term Trustee as it is used in this Plan is deemed to include
             the plural unless the context clearly indicates otherwise.

   2.19           Year(s) of Benefit Service shall mean an Officer's total
             period of service as an employee of the Employer, beginning with
             such Officer's employment commencement date expressed in years
             and months, including fractions of years, and ending on the date
             that the employee's employment with the Employer is terminated. 
             For purposes of this Section 2.19 any part of a month shall be
             deemed to be a whole month.  "Years of Benefit Service" shall
             include years (and fractions of years) for which an Officer has
             received payments pursuant to an individual Severance Agreement
             between the Officer and the Company.

                           ARTICLE III - PARTICIPATION


   3.1            Participation.

             The only employees eligible to participate in this plan are
             Officers.  Participation in the Plan shall commence upon the
             notification to the Officer by the Employer of such Officer's
             eligibility to participate in this Plan and upon the Officer's
             entry into this Plan.  The Employer shall determine the
             Officer's entry date into this Plan.  See 5.5 Suspension of
             Benefits.

   3.2            Death.

             If an Officer dies while actively employed by the Employer, a
             benefit shall be payable under this Plan.  The benefit shall be
             payable as provided in Section 5.7.  See 5.5 Suspension of
             Benefits.

                           ARTICLE IV - CONTRIBUTIONS


   4.1            Employer Contributions.

             (a)  All contributions under this Plan are made by the Employer.

             (b)  In establishing this Plan and the Trust, the Employer
                  agrees and undertakes to make the Trust Fund subject to the
                  claims of the Employer's general creditors.  The right of
                  any Participant to payment of benefits from the Employer's
                  general assets shall be no greater than that of any  other
                  general unsecured creditor of the Employer.

   4.2            Change in Control, Funding.

             In the event that a change in control of the Employer occurs or
             in the event of a change in the ownership of all or
             substantially all of the assets of the Employer occurs as
             defined in Section 2.2.5 this Plan shall become funded upon the
             date that the Securities and Exchange Commission is notified of
             such change.  The amount of such funding shall be equal to the
             present value of the Officer's Accrued Benefit (See Definition
             2.1) based upon 7% interest per annum and the 1983 Group Annuity
             Mortality Table for males.  All Plan participants shall become
             one hundred percent (100%) vested in their Accrued Benefit. 
             Funding under this Section 4.2 shall be effective through
             contributions to a "Rabbi Trust" to be established by the
             Company.

   4.3            Binding Effect on Successor.

             The Plan shall be binding upon and inure to the benefit of any
             successor to the Employer or its business as the result of
             merger, consolidation, reorganization, transfer of assets or
             otherwise and any subsequent successor thereto.  In no event
             shall such merger, consolidation, reorganization, transfer of
             assets or other similar transaction suspend or delay the rights
             of any Participant to receive benefits hereunder.

                              ARTICLE V - BENEFITS


   5.1            Normal Retirement Pension.

             (a)  An Officer shall be eligible for a normal retirement
                  pension under this Section 5.1 if the Officer terminates
                  service with the Employer on or after such Officer's Normal
                  Retirement Date.

             (b)  An Officer's monthly normal retirement pension is based
                  upon one twelfth (1/12th) of the following formula, based
                  on a single life annuity:

                       three and three-fourths percent (3-3/4%) multiplied by
                       Years of Benefit Service (not in excess of 20)
                       multiplied by Compensation minus the Officer's annual
                       accrued benefit from the Retirement Plan payable as a
                       single life annuity, any other employer's annual
                       retirement pension and the Officer's annual Social
                       Security Benefit.

   5.2            Early Retirement Pension.

             (a)  If the Officer terminates service with the Employer on or
                  after such Officer's Early Retirement Date, the Officer
                  shall receive an early retirement pension or a normal
                  retirement pension as provided under this Section 5.2.  If
                  the Officer terminates service with the Employer before
                  such Officer's Early Retirement Date, no benefits will be
                  payable to such Officer under this Plan.

             (b)  An Officer's monthly early retirement pension is based upon
                  one twelfth (1/12th) of the following formula, based upon a
                  single life annuity:

                       three and three-fourths percent (3-3/4%)  multiplied
                       by Years of Benefit Service (not in excess of 20 and
                       determined on the date that the Officer terminates
                       service with the Employer) multiplied by Compensation
                       (determined on the date that the Officer terminates
                       service with the Employer) minus the Officer's annual
                       accrued benefit from the Retirement Plan payable as a
                       single life annuity, any other employer's annual
                       retirement pension and the Officer's annual Social
                       Security Benefit.

             (c)  If the Officer commences benefit on his Early Retirement
                  Date, the Officer will receive the following percentage of
                  such Officer's pension:

         Age When Benefits Begin               Percentage of Benefit Received

                  65                            100.00%
                  64                             97.50%*
                  63                             95.00%*
                  62                             92.50%*
                  61                             90.00%
                  60                             80.00%
                  59                             70.00%
                  58                             60.00%
                  57                             50.00%
                  56                             40.00%
                  55                             30.00%


             *    These percentages are subject to subsection (d) below.

             (d)  Notwithstanding anything contained in this Plan to the
                  contrary, if the Officer commences benefits on or after age
                  sixty-two (62) with thirty-five (35) or more Years of
                  Benefit Service with the Employer, the Officer may retire
                  and qualify for 100% of the Officer's benefit under this
                  Plan.

   5.3       Prior Employer's Plan.

             If the Officer is eligible to receive a benefit from a previous
             employer's defined benefit retirement plan, the Officer's
             benefit under this Plan shall be reduced.  The amount of the
             reduction is equal to the monthly pension benefit the Officer
             earned from the prior employer's plan payable as a single life
             annuity at such Officer's retirement date.

   5.4            Form of Payment.

             (a)  Benefits under this Plan shall be paid on the Officer's
                  Normal Retirement Date or Early Retirement Date in the form
                  selected by the Officer.  The forms of payments which are
                  available for selection under this Plan are the same
                  options which are available under the Retirement Plan, as
                  provided in subsection (b) below.  The Officer may choose a
                  different form of payment under this Plan from the form
                  selected under the Retirement Plan.

             (b)  The optional forms of retirement benefit for the benefit
                  derived from the Officer's Accrued Benefit shall be the
                  following:

                  (i)            a straight life annuity;

                  (ii)           a straight life annuity with Social Security
                            adjustment option;

                  (iii)          single life annuities with period certain of
                            five (5), ten (10) or fifteen (15) years; and

                  (iv)           survivorship life annuities with
                            survivorship percentages of 50, 66 2/3 or 100.

             The benefit payable under any optional annuity form (except for
             subsection (ii) and the normal form of payment under the
             retirement Plan) shall be the actuarial equivalent (as defined
             in the Retirement Plan) of the normal form of payment under the
             Retirement Plan.

   5.5       Suspension of Benefits.

             If the Officer terminates service with the Employer and is
             rehired after commencement of benefits but prior to attaining
             age sixty-five (65), payment of benefits under this Plan shall
             cease.  Payment of benefits under this Plan shall resume when
             the Officer again terminates service with the Employer.

   5.6       Termination for Cause.

             If the Officer is terminated for cause, the Officer will not
             receive any benefits under this Plan.  Termination for cause
             shall be determined by the Board of Directors and will include,
             but shall not be limited to:

             (a)  embezzlement of Employer funds;

             (b)  fraud; and

             (c)  acts which cause harm to the Employer or its reputation.

   5.7            Surviving Spouse Benefits.

             (a)  If the Officer is unmarried and dies prior to retirement,
                  no benefits are payable under this Plan.  If the Officer is
                  married and dies prior to retirement, the Officer's Spouse
                  will receive a pre-retirement survivor annuity.

             (b)  The Spouse shall receive a lifetime monthly pension equal
                  to the percent from the table below of the Officer's
                  Accrued Benefit:


                                            Percentage of Benefit  
               Age at Time of Death           Spouses Receives
                                          
                  64                                 48%
                  63                                 46%
                  62                                 44%
                  61                                 42%
                  60                                 40%
                  59                                 38%
                  58                                 36%
                  57                                 34%
                  56                                 32%
                  55 and under                       30%


             (c)  If the Officer dies after such Officer's Early Retirement
                  Date, the pension amount is determined as if the Officer
                  retired on such Officer's date of death.  The Spouse
                  commences payments as of the Officer's date of death.

             (d)  If the Officer dies before such Officer's Early Retirement
                  Date, the pension amount is determined as if the Officer
                  terminated service with the Employer on the date of death. 
                  The Spouse shall commence payments on the earliest date
                  that the Officer was eligible to retire.

             (e)  If the Officer dies after the Officer retired and commenced
                  payments, the death benefit payable will be based on the
                  form of payment selected by the Officer.

   5.8            Claims Procedure.


             (a)  Filing a Claim.

                  Any Officer or Spouse may file a written claim for a Plan
                  benefit with the Plan Administraton.

             (b)  Notice of Denial of Claim.

                  In the event of a denial or limitation of any benefit or
                  payment due to a claimant, the claimant shall be given a
                  written notification containing specific reasons for the
                  denial or limitation of such claimant's benefit.  The
                  written notification shall contain specific reference to
                  the pertinent Plan provisions on which the denial or
                  limitation of his benefit is based.  In addition, it shall
                  contain a description of any other material or information
                  necessary for the claimant to perfect a claim and an
                  explanation of why such material or information is
                  necessary.  The notification shall further provide
                  appropriate information as to the steps to be taken if the
                  claimant wishes to submit the claim for review.  This
                  written notification shall be given to a claimant within
                  ninety (90) days after receipt of the claim by the Plan
                  Administrator unless special circumstances require an
                  extension of time for processing the claim.  If such an
                  extension of time is required, written notice of the
                  extension shall be furnished to the claimant prior to the
                  termination of said ninety (90) day period, and such notice
                  shall indicate the special circumstances which make the
                  postponement appropriate.

             (c)  Right of Review.

                  In the event of a denial or limitation of his benefit, the
                  claimant shall be permitted to review pertinent documents
                  and to submit to the Plan Administrator issues and comments
                  in writing.  In addition, the claimant may make a written
                  request for a full and fair review of the claim and its
                  denial by the Plan Administrator, provided, however, that
                  such written request is received by the Plan Administrator
                  within sixty (60) days after receipt by the claimant of
                  written notification of the denial or limitation of the
                  claim.  The sixty (60) day requirement may be waived by the
                  Plan Administrator in appropriate cases.

             (d)  Decision on Review.

                  A decision shall be rendered by the Plan Administrator
                  within sixty (60) days after the receipt of the request for
                  review, provided that where special circumstances require
                  an extension of time for processing the decision, it may be
                  postponed with written notice to the claimant (prior to the
                  expiration of the initial sixty (60) day period) for an
                  additional sixty (60) days, but in no event shall the
                  decision be rendered more than one hundred twenty (120)
                  days after the receipt of such request for review.  Any
                  decision by the Plan Administrator shall be furnished to
                  the claimant in writing and shall set forth the specific
                  reason for the decision and the specific Plan provisions on
                  which the decision is based.

             (e)  Court Action.

                  No Officer or Spouse shall have the right to seek judicial
                  review of a denial of benefits or to bring any action in
                  any court to enforce a claim for benefits prior to filing a
                  claim for benefits or exhausting the rights to review under
                  this Section 5.8.

   5.9            Forfeiture of Benefits.

             Upon the occurrence of the following events, the Officer's
             benefits under this Plan shall be forfeited and no benefits
             shall be payable to the Officer under this Plan:

             (a)  as provided in Sections 3.2, 5.2(a), 5.6, and 5.7(a);

             (b)  if the Plan terminates, no further benefits shall be
                  accrued under this Plan.  The Officer's Accrued Benefit
                  under this Plan shall be the benefit accrued as of the date
                  the Plan is terminated;

             (c)  if the Officer terminates service with the Employer and
                  begins employment with an employer which the Board of
                  Directors determines to be a competitor of the Employer or
                  with any employer in the utility industry.  This limitation
                  does not, however, apply to successors and assigns of
                  Employer.

                       ARTICLE VI - ADMINISTRATION OF PLAN

   6.1            Administration.

             (a)  Subject to this Article VI, the Plan administrator has
                  complete control of the administration of the Plan.  The
                  Plan Administrator has all the powers necessary to properly
                  carry out its administrative duties.  Not in limitation,
                  but in amplification of the foregoing, the Plan
                  Administrator has the power in its sole and complete
                  discretion to construe the terms of the Plan, to interpret
                  and resolve any ambiguity which may arise under the Plan
                  and all questions which may arise under the Plan, including
                  questions relating to the eligibility of officers to
                  participate in the Plan and the amount of benefit to which
                  any Participant may become entitled.  The Plan
                  Administrator's decisions upon all matters within the scope
                  of its authority shall be final.

             (b)  Unless otherwise set out in the Plan, the Plan
                  Administrator may delegate recordkeeping and other duties
                  which are necessary to assist it with the administration of
                  the Plan to any person or firm which agrees to accept such
                  duties.  The Plan Administrator shall be entitled to rely
                  upon all tables, valuations, certificates and reports
                  furnished by the consultant or actuary appointed by the
                  Plan Administrator and upon all opinions given by any
                  counsel selected or approved by the Plan Administrator.

             (c)  The Plan Administrator shall receive all claims for
                  benefits by Participants or former Participants.  The Plan
                  Administrator shall determine all facts necessary to
                  establish the right of any claimant to benefits and the
                  amount of those benefits under the provisions of the Plan. 
                  The Plan Administrator may establish rules and procedures
                  to be followed by claimants in filing claims for benefits,
                  in furnishing and verifying proof necessary to determine
                  age, and in any other matters required to administer the
                  Plan

   6.2            Records.

             (a)  All acts and determination of the Plan Administrator shall
                  be duly recorded.  All these records, together with other
                  documents necessary for the administration of the Plan,
                  shall be preserved in the Plan Administrator's custody.

             (b)  Writing (handwriting, typing, printing), photo-stating, 
                  photographing, microfilming, magnetic impulse, mechanical
                  or electrical recording or other forms of data compilation
                  shall be acceptable means of keeping records.

   6.3       Information Available.

             Any participant in the Plan may examine copies of this Plan. 
             The Plan Administrator shall maintain the Plan in its office, or
             in such other place or places as it may designate.  The Plan may
             be examined during reasonable business hours.  Upon the written
             request of a Participant receiving benefits under the Plan, the
             Plan Administrator shall furnish such Participant with a copy of
             the Plan.

   6.4       Expenses.

             The Employer shall pay all expenses of administering the Plan.

                     ARTICLE VII - AMENDMENT AND TERMINATION

   7.1            Right to Amend or Terminate Plan.

             While the Employer intends to maintain this Plan indefinitely,
             the Employer, through the action of the Board of Directors,
             reserves the right to amend and/or terminate this Plan at any
             time for whatever reason it may deem appropriate; provided,
             however, that any such amendment and/or termination adopted by
             the Board of Directors or otherwise after the occurrence of any
             Change in Control shall not be effective against any Participant
             participating in this Plan on the date of any such Change in
             Control if such amendment and/or termination would have any
             adverse effect on the benefit rights and/or entitlements,
             accrued or potential, of such Participant, when compared to any
             such benefit rights and/or entitlements as the same existed
             immediately prior to the adoption of any such amendment and/or
             termination of this Plan, without the prior express written
             consent of any such adversely effected Participant.

   7.2            Amendments.

             No amendment to this Plan may be made except by action of a
             simple majority of the Board of Directors.

                     ARTICLE VIII - MISCELLANEOUS PROVISIONS


   8.1            No Employment Rights.

             Nothing contained in this Plan shall be construed as a contract
             of employment between the Employer and any Officer or as a right
             of any Officer to be continued in employment or as a limitation
             on the right of any Employer to discharge any of its Officers
             with or without cause.

   8.2            Non-alienability.

             The rights of an Officer to the payment of benefits under this
             Plan shall not be assigned, transferred, pledged or encumbered,
             or be subject in any manner to alienation or anticipation.

   8.3       Facility of Payment.

             Any amounts payable under this Plan to any person under a legal
             disability or who, in the judgment of the Employer, is unable to
             properly manage his financial affairs may be paid to the legal
             representative of such person or may be applied for the benefit
             of such person in any manner which the Employer may select.

   8.4       Severability.

             Whenever possible, each provision of the Plan shall be
             interpreted in such manner as to be effective and valid under
             applicable law, but if any provision of the Plan shall be held
             to be prohibited by or invalid under applicable law, then such
             provision shall be deemed to be amended to accomplish the
             objectives of the provision as originally written to the fullest
             extent permitted by law and all other provisions of the Plan
             shall remain in full force and effect.  Such provision shall be
             deemed to have been drafted in such manner on the Effective
             Date.

   8.5       Headings.

             The headings are for convenience of reference only.  In the
             event of a conflict between a heading and the content of a
             section, the content of the section shall control.

   8.6       Number and Gender.

             The masculine pronoun used herein shall include the feminine
             pronoun and the singular number shall include the plural number
             unless the context of this Plan requires otherwise.

   8.7       Governing Law.

             The provisions of this Plan shall be interpreted in accordance
             with the laws of the State of Delaware.



   IN WITNESS WHEREOF, the Employer has caused its corporate seal to be
   hereunto affixed and has caused its name to be signed hereto by the person
   duly authorized below, pursuant to the authority of the Board of
   Directors, to be effective as first above written, on this 9th day of
   December, 1997.




                                      INTERSTATE POWER COMPANY



                                      By:  / s /  Michael R. Chase
                                             ( Michael R. Chase )

                                      Title:       President & CEO




   (Corporate Seal)

   Attest:


   / s /  Joseph C. McGowan
   ( Joseph C. McGowan )
   Secretary